{"id":43621,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/shared-loss-agreement-commercial-real-estate-loans.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"shared-loss-agreement-commercial-real-estate-loans","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/shared-loss-agreement-commercial-real-estate-loans.html","title":{"rendered":"Shared-Loss Agreement – Commercial Real Estate Loans – UnionBanCal Corp. and the FDIC"},"content":{"rendered":"

COMMERCIAL SHARED-LOSS AGREEMENT<\/strong><\/p>\n

This agreement for reimbursement of loss sharing expenses on certain loans
\nand other assets (the “Commercial Shared-Loss Agreement”) shall apply when the
\nAssuming Institution purchases Shared-Loss Assets as that term is defined
\nherein. The terms hereof shall modify and supplement, as necessary, the terms of
\nthe Purchase and Assumption Agreement to which this Commercial Shared-Loss
\nAgreement is attached as Exhibit 4.15B and incorporated therein. To the extent
\nany inconsistencies may arise between the terms of the Purchase and Assumption
\nAgreement and this Commercial Shared-Loss Agreement with respect to the subject
\nmatter of this Commercial Shared-Loss Agreement, the terms of this Commercial
\nShared-Loss Agreement shall control. References in this Commercial Shared-Loss
\nAgreement to a particular Section shall be deemed to refer to a Section in this
\nCommercial Shared-Loss Agreement unless the context indicates that a Section of
\nthe Purchase and Assumption Agreement is intended.<\/p>\n

ARTICLE I : DEFINITIONS<\/strong><\/p>\n

Capitalized terms used in this Commercial Shared-Loss Agreement that are not
\ndefined in this Commercial Shared-Loss Agreement are defined in the Purchase and
\nAssumption Agreement In addition to the terms defined above, defined below are
\ncertain additional terms relating to loss-sharing, as used in this Commercial
\nShared-Loss Agreement.<\/p>\n

“AAA<\/u>“<\/strong> means the American Arbitration Association as
\nprovided in Section 2.1(f)(iii) of this Commercial Shared-Loss Agreement.<\/p>\n

“Accrued Interest<\/u>“<\/strong> means, with respect to any
\nShared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance at
\nany time, the amount of earned and unpaid interest, taxes, credit life and\/or
\ndisability insurance premiums (if any) payable by the Obligor accrued on or with
\nrespect to such Shared-Loss Loan, Permitted Advance or Shared-Loss Loan
\nCommitment Advance, all as reflected on the Accounting Records of the Failed
\nBank or the Assuming Institution (as applicable); provided<\/u>, that<\/u>
\nAccrued Interest shall not include any amount that accrues on or with respect to
\nany Shared-Loss Loan, Permitted Advance or Shared-Loss Loan Commitment Advance
\nafter that Asset has been placed on non-accrual or nonperforming status by
\neither the Failed Bank or the Assuming Institution (as applicable).<\/p>\n

“Additional ORE<\/u>“<\/strong> means Shared-Loss Loans that become
\nOther Real Estate after Bank Closing Date.<\/p>\n

“Affiliate<\/u>“<\/strong> shall have the meaning set forth in the
\nPurchase and Assumption Agreement; provided<\/u>, that<\/u>, for purposes of
\nthis Commercial Shared-Loss Agreement, no Third Party Servicer shall be deemed
\nto be an Affiliate of the Assuming Institution.<\/p>\n

“Applicable Anniversary of the Commencement Date<\/u>“<\/strong>
\nmeans the fifth (5th) anniversary of the Commencement Date.<\/p>\n

“Calendar Quarter<\/u>“<\/strong> means a quarterly period (a) for
\nthe first such period, beginning on the Commencement Date and ending on the last
\ncalendar day of either March, June, September or December, whichever is the
\nfirst to occur after the Commencement Date, and (b) for quarterly periods
\nthereafter, beginning on the first calendar day of the calendar month
\nimmediately after the month that ended the prior period and ending on the last
\ncalendar day of each successive three-calendar-month period thereafter (i.e.,\n<\/p>\n

104<\/p>\n

\n

<\/p>\n

each March, June, September and December, starting in the applicable order
\ndepending on the ending date of first such period) of any year.<\/p>\n

“Capitalized Expenditures<\/u>” <\/strong>means those expenditures
\nthat (i) would be capitalized under generally accepted accounting principles,
\nand (ii) are incurred with respect to Shared-Loss Loans, Other Real Estate,
\nAdditional ORE or Subsidiary ORE. Capitalized Expenditures shall not include
\nexpenses related to environmental conditions including, but not limited to,
\nremediation, storage or disposal of any hazardous or toxic substances or any
\npollutant or contaminant.<\/p>\n

“Charge-Offs<\/u>“<\/strong> means, with respect to any Shared-Loss
\nAssets for any period, an amount equal to the aggregate amount of loans or
\nportions of loans classified as “Loss” under the Examination Criteria, including\n<\/p>\n

(a) charge-offs of<\/p>\n

(i) the principal amount of such assets net of unearned interest (including
\nwrite-downs associated with Other Real Estate, Additional ORE, Subsidiary ORE or
\nloan modification(s)); and<\/p>\n

(ii) Accrued Interest; and<\/p>\n

(iii) Capitalized Expenditures; plus<\/p>\n

(b) Pre-Charge-Off Expenses incurred on the respective Shared-Loss Loans, all
\nas effected by the Assuming Institution during such period and reflected on the
\nAccounting Records of the Assuming Institution; provided<\/u>, that<\/u>:\n<\/p>\n

(i) the aggregate amount of Accrued Interest (including any reversals
\nthereof) for the period after Bank Closing that shall be included in determining
\nthe amount of Charge-Offs for any Shared-Loss Loan shall not exceed ninety (90)
\ndays153 Accrued Interest; and<\/p>\n

(ii) no Charge-Off shall be taken with respect to any anticipated expenditure
\nby the Assuming Institution until such expenditure is actually incurred; and\n<\/p>\n

(iii) any financial statement adjustments made in connection with the
\npurchase of any Assets pursuant to this Purchase and Assumption Agreement or any
\nfuture purchase, merger, consolidation or other acquisition of the Assuming
\nInstitution shall not constitute “Charge-Offs”; and<\/p>\n

(iv) except for Portfolio Sales, the sale or other disposition of Other Real
\nEstate, Additional ORE or Subsidiary ORE to a Person other than an Affiliate of
\nthe Assuming Institution conducted in a commercially reasonable and prudent
\nmanner, or any other sales or dispositions consented to by the Receiver, losses
\nincurred on the sale or other disposition of Shared-Loss Assets or Shared-Loss
\nSecurities to any Person shall not constitute Charge-Offs.<\/p>\n

“Commencement Date<\/u>“<\/strong> means the first calendar day
\nfollowing Bank Closing.<\/p>\n

“Consumer Loans<\/u>“<\/strong> means loans to individuals for
\nhousehold, family and other personal expenditures (including United States
\nand\/or State-guaranteed student loans and extensions of credit pursuant to a
\ncredit card plan or debit card plan).<\/p>\n

105<\/p>\n

\n

<\/p>\n

“Cumulative Servicing Amount<\/u>“<\/strong> means the sum of the
\nPeriod Servicing Amounts for every consecutive twelve-month period prior to and
\nending on the True-Up Measurement Date in respect of each of the Shared-Loss
\nAgreements during which the loss-sharing provisions of the applicable
\nShared-Loss Agreement is in effect.<\/p>\n

“Cumulative Shared-Loss Payments<\/u>“<\/strong> means (i) the
\naggregate of all of the payments made or payable to the Assuming Institution
\nunder the Shared-Loss Agreements minus (ii) the aggregate of all of the payments
\nmade or payable to the Receiver under the Shared-Loss Agreements.<\/p>\n

“Environmental Assessment<\/u>“<\/strong> means an assessment of the
\npresence, storage or release of any hazardous or toxic substance, pollutant or
\ncontaminant with respect to the collateral securing a Shared-Loss Loan that has
\nbeen fully or partially charged off.<\/p>\n

“Examination Criteria<\/u>“<\/strong> means the loan classification
\ncriteria employed by, or any applicable regulations of, the Assuming
\nInstitution153s Chartering Authority at the time such action is taken, as such
\ncriteria may be amended from time to time.<\/p>\n

“Failed Bank Charge-Offs\/Write-Downs<\/u>” <\/strong>means, with
\nrespect to any Asset, an amount equal to the aggregate amount of reversals or
\ncharge-offs of Accrued Interest and charge-offs and write-downs of principal
\neffected by the Failed Bank with respect to that Asset as reflected on the
\nAccounting Records of the Failed Bank.<\/p>\n

“FDIC Party<\/u>“<\/strong> has the meaning provided in Section
\n2.1(f)(ii) of this Commercial Shared-Loss Agreement.<\/p>\n

“Intrinsic Loss Estimate<\/u>“<\/strong> means total losses under
\nthe shared loss agreements in the amount of One Billion Five Hundred Thousand
\nDollars and No Cents ($ 1,500,000,000.00).<\/p>\n

“Net Charge-Offs<\/u>“<\/strong> means, with respect to any period,
\nan amount equal to the aggregate amount of Charge-Offs for such period less the
\namount of Recoveries for such period.<\/p>\n

“Neutral Member<\/u>“<\/strong> has the meaning provided in Section
\n2.1(f)(ii) of this Commercial Shared-Loss Agreement.<\/p>\n

“New Shared-Loss Loans<\/u>” <\/strong>means loans that would
\notherwise be subject to loss sharing under this Commercial Shared-Loss Agreement
\nthat were originated after January 15, 2010 and before Bank Closing.<\/p>\n

“Notice of Dispute<\/u>“<\/strong> has the meaning provided in
\nSection 2.1(f)(iii) of this Commercial Shared-Loss Agreement.<\/p>\n

“ORE Subsidiary<\/u>“<\/strong> means any Subsidiary of the Assuming
\nInstitution that engages solely in holding, servicing, managing or liquidating
\ninterests of a type described in clause (A) of the definition of “Other Real
\nEstate,” which interests have arisen from the collection or settlement of a
\nShared-Loss Loan.<\/p>\n

“Other Real Estate<\/u>“<\/strong> means all of the following
\n(including any of the following fully or partially charged off the books and
\nrecords of the Failed Bank or the Assuming Institution) that (i) are owned by
\nthe Failed Bank as of Bank Closing and are purchased pursuant to the Purchase
\nand Assumption Agreement or (ii) have arisen subsequent to Bank Closing from the
\ncollection or settlement by the Assuming Institution of a Shared-Loss Loan:<\/p>\n

106<\/p>\n

\n

<\/p>\n

(A) all interests in real estate (other than Bank Premises and Fixtures),
\nincluding but not limited to mineral rights, leasehold rights, condominium and
\ncooperative interests, air rights and development rights; and<\/p>\n

(B) all other assets (whether real or personal property) acquired by
\nforeclosure or in full or partial satisfaction of judgments or indebtedness.\n<\/p>\n

“OTTI Adjustment<\/u>“<\/strong> means any other than temporary
\nimpairment of the Shared-Loss Securities, determined pursuant to FAS 115,
\nexpressed as a positive number, or reversals of other than temporary impairment,
\nexpressed as a negative number (for the avoidance of doubt, normal and customary
\nunrealized mark-to-market changes by reason of the application of fair value
\naccounting do not qualify for loss sharing payments).<\/p>\n

“OTTI Loss<\/u>” <\/strong>means any other than temporary impairment
\nof the Shared-Loss Securities, determined pursuant to FAS 115, expressed as a
\npositive number (for the avoidance of doubt, normal and customary unrealized
\nmark-to-market changes by reason of the application of fair value accounting do
\nnot qualify for loss sharing payments).<\/p>\n

“Period Servicing Amount<\/u>“<\/strong> means, for any twelve month
\nperiod with respect to each of the Shared-Loss Agreements during which the
\nloss-sharing provisions of the applicable Shared-Loss Agreement are in effect,
\nthe product of (i) the simple average of the principal amount of Shared-Loss
\nLoans and Shared-Loss Assets (other than the Shared-Loss Securities) (in each
\ncase as defined in the Shared-Loss Agreements), as the case may be, at the
\nbeginning of such period and at the end of such period times (ii) one percent
\n(1%).<\/p>\n

“Permitted Advance<\/u>“<\/strong> means an advance of funds by the
\nAssuming Institution with respect to a Shared-Loss Loan, or the making of a
\nlegally binding commitment by the Assuming Institution to advance funds with
\nrespect to a Shared-Loss Loan, that<\/p>\n

(i) in the case of such an advance, is actually made, and, in the case of
\nsuch a commitment, is made and all of the proceeds thereof actually advanced,
\nwithin one (1) year after the Commencement Date; and<\/p>\n

(ii) does not cause the sum of<\/p>\n

(A) the book value of such Shared-Loss Loan as reflected on the Accounting
\nRecords of the Assuming Institution after any such advance has been made by the
\nAssuming Institution; plus<\/u><\/p>\n

(B) the unfunded amount of any such commitment made by the Assuming
\nInstitution related thereto, to exceed 110% of the Book Value of such
\nShared-Loss Loan; and<\/p>\n

(iii) is not made with respect to a Shared-Loss Loan with respect to which\n<\/p>\n

(A) there exists a related Shared-Loss Loan Commitment; or<\/p>\n

(B) the Assuming Institution has taken a Charge-Off; and<\/p>\n

(iv) is made in good faith, is supported at the time it is made by
\ndocumentation in the Credit Files and conforms to and is in accordance with the
\napplicable requirements set forth in Article III of this Commercial Shared-Loss
\nAgreement and with the then effective written internal credit policy guidelines
\nof<\/p>\n

107<\/p>\n

\n

<\/p>\n

the Assuming Institution; provided<\/u>, that<\/u> the limitations in
\nsubparagraphs (i), (ii) and (iii) of this definition shall not apply to any such
\naction (other than to an advance or commitment related to the remediation,
\nstorage or final disposal of any hazardous or toxic substance, pollutant or
\ncontaminant) that is taken by Assuming Institution in its reasonable discretion
\nto preserve or secure the value of the collateral for such Shared-Loss Loan.\n<\/p>\n

“Permitted Amendment<\/u>“<\/strong> means, with respect to any
\nShared-Loss Loan Commitment or Shared-Loss Loan, any amendment, modification,
\nrenewal or extension thereof, or any waiver of any term, right, or remedy
\nthereunder, made by the Assuming Institution in good faith and otherwise in
\naccordance with the applicable requirements set forth in Article III of this
\nCommercial Shared-Loss Agreement and the then effective written internal credit
\npolicy guidelines of the Assuming Institution; provided<\/u>, that<\/u>:\n<\/p>\n

(i) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that
\nis not a revolving line of credit, no such amendment, modification, renewal,
\nextension, or waiver, except as allowed under the definition of Permitted
\nAdvance, shall operate to increase the amount of principal (A) then remaining
\navailable to be advanced by the Assuming Institution under the Shared-Loss Loan
\nCommitment or (B) then outstanding under the Shared-Loss Loan;<\/p>\n

(ii) with respect to a Shared-Loss Loan Commitment or a Shared-Loss Loan that
\nis a revolving line of credit, no such amendment, modification, renewal,
\nextension, or waiver, except as allowed under the definition of Permitted
\nAdvance, shall operate to increase the maximum amount of principal authorized as
\nof Bank Closing to be outstanding at any one time under the underlying revolving
\nline of credit relationship with the debtor (regardless of the extent to which
\nsuch revolving line of credit may have been funded as of Bank Closing or may
\nsubsequently have been funded and\/or repaid); and<\/p>\n

(iii) no such amendment, modification, renewal, extension or waiver shall
\nextend the term of such Shared-Loss Loan Commitment or Shared-Loss Loan beyond
\nthe end of the final Shared-Loss Quarter unless the term of such Shared-Loss
\nLoan Commitment or Shared-Loss Loan as existed on Bank Closing was beyond the
\nend of the final Shared-Loss Quarter, in which event no such amendment,
\nmodification, renewal, extension or waiver shall extend such term beyond the
\nterm as existed as of Bank Closing.<\/p>\n

“Pre-Charge-Off Expenses<\/u>” <\/strong>means those expenses
\nincurred in the usual and prudent management of a Shared-Loss Loan that would
\nqualify as a Reimbursable Expense or Recovery Expense if incurred after a
\nCharge-Off of the related Shared-Loss Asset had occurred.<\/p>\n

“Quarterly Certificate<\/u>“<\/strong> has the meaning provided in
\nSection 2.1(a)(i) of this Commercial Shared-Loss Agreement.<\/p>\n

“Recoveries<\/u>“<\/strong> shall mean the following:<\/p>\n

(i) Generally<\/u><\/strong>.<\/p>\n

(A) In addition to any sums to be applied as Recoveries pursuant to
\nsubparagraph (ii) below, “Recoveries” means, with respect to any period, the sum
\nof (without duplication):<\/p>\n

(1) the amount of collections during such period by the Assuming Institution
\non Charge-Offs of Shared-Loss Assets effected by the Assuming Institution prior
\nto the end of the final Shared-Loss Quarter; plus<\/u><\/p>\n

(2) the amount of collections during such period by the Assuming Institution
\non Failed Bank<\/p>\n

108<\/p>\n

\n

<\/p>\n

Charge-Offs\/Write-Downs; plus<\/u><\/p>\n

(3) the amount of gain on any sale or other disposition during such period by
\nthe Assuming Institution of Shared Loss Loans, Other Real Estate, Additional ORE
\nor Subsidiary ORE (provided<\/u>, that<\/u> the amount of any such gain
\nincluded in Recoveries shall not exceed the aggregate amount of the related
\nFailed Bank Charge-Offs\/Write-Downs and Charge-Offs taken and any related
\nReimbursable Expenses and Recovery Expenses); plus<\/u><\/p>\n

(4) the amount of collections during such period by the Assuming Institution
\nof any Reimbursable Expenses or Recovery Expenses; plus<\/u><\/p>\n

(5) the amount of any fee or other consideration received by the Assuming
\nInstitution during or prior to such period in connection with any amendment,
\nmodification, renewal, extension, refinance, restructure, commitment or other
\nsimilar action taken by the Assuming Institution with respect to a Shared-Loss
\nAsset with respect to which there exists a Failed Bank Charge-Off\/Write-Down or
\na Shared-Loss Loan as to which a Charge-Off has been effected by the Assuming
\nInstitution during or prior to such period (provided<\/u>, that<\/u> the
\namount of any such fee or other consideration included in Recoveries shall not
\nexceed the aggregate amount of the related Failed Bank Charge-Offs\/Write-Downs
\nand Charge-Offs taken and any related Reimbursable Expenses and Recovery
\nExpenses).<\/p>\n

(B) Order of Application<\/u>. <\/strong>For the purpose of
\ndetermining the amounts to be applied as Recoveries pursuant to subparagraph (A)
\nabove, the Assuming Institution shall apply amounts received on the Assets that
\nare not otherwise applied to reduce the book value of principal of a Shared-Loss
\nLoan (or, in the case of Other Real Estate, Additional ORE, Subsidiary ORE and
\nCapitalized Expenditures, that are not otherwise applied to reduce the book
\nvalue thereof) in the following order: first to Charge-Offs and Failed Bank
\nCharge-Offs\/Write Downs; then to Reimbursable Expenses and Recovery Expenses;
\nthen to interest income; and then to other expenses incurred by the Assuming
\nInstitution.<\/p>\n

(ii) Interest Income as Recoveries<\/u>. <\/strong>If<\/u> there
\noccurs an amendment, modification, renewal, extension, refinance, restructure,
\ncommitment, sale or other similar action with respect to a Shared-Loss Loan as
\nto which there exists a Failed Bank Charge-Off\/Write Down or as to which a
\nCharge-Off has been effected by the Assuming Institution during or prior to such
\nperiod, and<\/u> if<\/u>, as a result of such occurrence, the Assuming
\nInstitution recognizes any interest income for financial accounting purposes on
\nthat Shared-Loss Loan, then<\/u> “Recoveries” shall also include the portion
\nof the total amount of any such interest income recognized by the Assuming
\nInstitution which is derived by multiplying<\/u>:<\/p>\n

(A) the total amount of any such interest income recognized by the Assuming
\nInstitution during such period with respect to that Shared-Loss Loan as
\ndescribed above, by<\/u><\/p>\n

(B) a fraction, the numerator<\/u> of which is the aggregate principal
\namount (excluding reversals or charge-offs of Accrued Interest) of all such
\nFailed Bank Charge-Offs\/Write-Downs and Charge-Offs effected by the Assuming
\nInstitution with respect to that Shared-Loss Loan plus the principal amount of
\nthat Shared-Loss Loan that has not yet been charged-off but has been placed on
\nnonaccrual status, all of which occurred at any time prior to or during the
\nperiod in which the interest income referred to in subparagraph (II)(A)
\nimmediately above was recognized, and the denominator<\/u> of which is the
\ntotal amount of principal indebtedness (including all such prior Failed Bank
\nCharge-Offs\/Write-Downs and Charge-Offs as described above) due from the Obligor
\non that Shared-Loss Loan as of the end of such period;<\/p>\n

provided<\/u>, however<\/u>, that<\/u> the amount of any interest
\nincome included as Recoveries for a particular Shared-<\/p>\n

109<\/p>\n

\n

<\/p>\n

Loss Loan shall not exceed the aggregate amount of (x) Failed Bank
\nCharge-Offs\/Write-Downs, (y) Charge-Offs effected by the Assuming Institution
\nduring or prior to the period in which the amount of Recoveries is being
\ndetermined, plus (z) any Reimbursable Expenses and Recovery Expenses paid to the
\nAssuming Institution pursuant to this Commercial Shared-Loss Agreement during or
\nprior to the period in which the amount of Recoveries is being determined, all
\nwith respect to that particular Shared-Loss Loan; and, provided<\/u>,
\nfurther<\/u>, that<\/u> any collections on any such Shared-Loss Loan that
\nare not<\/u> applied to reduce book value of principal or recognized as
\ninterest income shall be applied pursuant to subparagraph (i) above.<\/p>\n

(iii) Exceptions to Recoveries<\/u>. <\/strong>Notwithstanding
\nsubparagraphs (i) and (ii) above, the term “Recoveries” shall not include:<\/p>\n

(A) any amounts paid to the Assuming Institution by the Receiver pursuant to
\nSection 2.1 of this Commercial Shared-Loss Agreement;<\/p>\n

(B) amounts received with respect to Charge-Offs effected by the Assuming
\nInstitution after the final Shared-Loss Quarter;<\/p>\n

(C) after the final Shared-Loss Quarter, income received by the Assuming
\nInstitution from the operation of, and any gains recognized by the Assuming
\nInstitution on the disposition of, Other Real Estate, Additional ORE or
\nSubsidiary ORE (such income and gains being hereinafter together referred to as
\n“ORE Income”), except<\/u> to the extent that aggregate ORE Income exceeds the
\naggregate expenses paid to third parties by or on behalf of the Assuming
\nInstitution after the final Shared-Loss Quarter to manage, operate and maintain
\nOther Real Estate, Additional ORE or Subsidiary ORE (such expenses being
\nhereinafter referred to as “ORE Expenses”). In determining the extent aggregate
\nORE Income exceeds aggregate ORE Expenses for any Recovery Quarter, the Assuming
\nInstitution will subtract<\/p>\n

(1) ORE Expenses paid to third parties during such Recovery Quarter
\n(provided, that, in the case of the final Recovery Quarter only, the Assuming
\nInstitution will subtract ORE Expenses paid to third parties from the beginning
\nof the final Recovery Quarter up to the date the Assuming Institution is
\nrequired to deliver the final Quarterly Certificate pursuant to this Commercial
\nShared-Loss Agreement), from<\/u><\/p>\n

(2) ORE Income received during such Recovery Quarter, to calculate net ORE
\nincome (“Net ORE Income”) for that Recovery Quarter. If the amount of Net ORE
\nIncome so calculated for a Recovery Quarter is positive, such amount shall be
\nreported as Recoveries on the Quarterly Certificate for such Recovery Quarter.\n<\/p>\n

If the amount of Net ORE Income so calculated for a Recovery Quarter is
\nnegative (“Net ORE Loss Carryforward”), such amount shall be added to any ORE
\nExpenses paid to third parties in the next succeeding Recovery Quarter, which
\nsum shall then be subtracted from ORE Income for that next succeeding Recovery
\nQuarter, for the purpose of determining the amount of Net ORE Income (or, if
\napplicable, Net ORE Loss Carryforward) for that next succeeding Recovery
\nQuarter. If, as of the end of the final Recovery Quarter, a Net ORE Loss
\nCarryforward exists, then the amount of the Net ORE Loss Carryforward that does
\nnot<\/u> exceed the aggregate amount of Net ORE Income reported as Recoveries
\non Quarterly Certificates for all<\/u> Recovery Quarters may be included as a
\nRecovery Expense on the Quarterly Certificate for the final Recovery Quarter.\n<\/p>\n

“Recovery Amount<\/u>“<\/strong> has the meaning provided in Section
\n2.1(b)(ii) of this Commercial Shared-Loss Agreement.<\/p>\n

“Recovery Expenses<\/u>“<\/strong> means, for any Recovery Quarter,
\nthe amount of actual, reasonable<\/p>\n

110<\/p>\n

\n

<\/p>\n

and necessary out-of-pocket expenses (other than Capitalized Expenditures)
\npaid to third parties (other than Affiliates of the Assuming Institution) by or
\non behalf of the Assuming Institution, as limited by Sections 3.2(c) and (d) of
\nArticle III to this Commercial Shared-Loss Agreement, to recover amounts owed
\nwith respect to:<\/p>\n

(i) any Shared-Loss Asset as to which a Charge-Off was effected prior to the
\nend of the final Shared-Loss Quarter (provided that such amounts were incurred
\nno earlier than the date the first Charge-Off on such Shared-Loss Asset could
\nhave been reflected on the Accounting Records of the Assuming Institution); and\n<\/p>\n

(ii) Failed Bank Charge-Offs\/Write-Downs (including, in each case, all costs
\nand expenses related to an Environmental Assessment and any other costs or
\nexpenses related to any environmental conditions with respect to the Shared-Loss
\nAssets (it being understood that any remediation expenses for any such pollutant
\nor contaminant are not recoverable if in excess of $200,000 per Shared-Loss
\nAsset, without the Assuming Institution having obtained the prior consent of the
\nReceiver for such expenses).<\/p>\n

Provided<\/u>, that<\/u>, so long as income with respect to a Shared-Loss
\nLoan is being prorated pursuant to the arithmetical formula in subsection (ii)
\nof the definition of “Recoveries”, the term “Recovery Expenses” shall not<\/u>
\ninclude that portion of any such expenses paid during such Recovery Quarter to
\nrecover any amounts owed on that Shared-Loss Loan that is derived by:<\/p>\n

subtracting<\/u> (1) the product derived by multiplying<\/u>:<\/p>\n

(A) the total amount of any such expenses paid by or on behalf of the
\nAssuming Institution during such Recovery Quarter with respect to that
\nShared-Loss Loan, by<\/u><\/p>\n

(B) a fraction, the numerator<\/u> of which is the aggregate principal
\namount (excluding reversals or charge-offs of Accrued Interest) of all such
\nFailed Bank Charge-Offs\/Write-Downs and Charge-Offs effected by the Assuming
\nInstitution with respect to that Shared-Loss Loan plus the principal amount of
\nthat Shared-Loss Loan that has not yet been charged-off but has been placed on
\nnonaccrual status, all of which occurred at any time prior to or during the
\nperiod in which the interest income referred to in subparagraph (ii)(A) of the
\ndefinition of “Recoveries” was recognized, and the denominator<\/u> of which
\nis the total amount of principal indebtedness (including all such prior Failed
\nBank Charge-Offs\/Write-Downs and Charge-Offs as described above) due from the
\nObligor on that Shared-Loss Loan as of the end of such period;<\/p>\n

from<\/u> (2) the total amount of any such expenses paid during that
\nRecovery Quarter with respect to that Shared-Loss Loan.<\/p>\n

“Recovery Quarter<\/u>“<\/strong> has the meaning provided in
\nSection 2.1(a)(ii) of this Commercial Shared-Loss Agreement.<\/p>\n

“Reimbursable Expenses<\/u>“<\/strong> means, for any Shared-Loss
\nQuarter, the amount of actual, reasonable and necessary out-of-pocket expenses
\n(other than Capitalized Expenditures), paid to third parties (other than
\nAffiliates of the Assuming Institution) by or on behalf of the Assuming
\nInstitution, as limited by Sections 3.2(c) and (d) of Article III of this
\nCommercial Shared-Loss Agreement, to:<\/p>\n

(i) recover amounts owed with respect to any Shared-Loss Asset as to which a
\nCharge-Off has been effected prior to the end of the final Shared-Loss Quarter
\n(provided that such amounts were incurred no earlier than the date the first
\nCharge-Off on such Shared-Loss Asset could have been reflected on the<\/p>\n

111<\/p>\n

\n

<\/p>\n

Accounting Records of the Assuming Institution) and recover amounts owed with
\nrespect to Failed Bank Charge-Offs\/Write-Downs (including, in each case, all
\ncosts and expenses related to an Environmental Assessment and any other costs or
\nexpenses related to any environmental conditions with respect to the Shared-Loss
\nAssets (it being understood that any such remediation expenses for any such
\npollutant or contaminant are not recoverable if in excess of $200,000 per
\nShared-Loss Asset, without the Assuming Institution having obtained the prior
\nconsent of the Receiver for such expenses); provided<\/u>, that<\/u>, so
\nlong as income with respect to a Shared-Loss Loan is being pro-rated pursuant to
\nthe arithmetical formula in subsection (II) of the definition of “Recoveries”,
\nthe term “Reimbursable Expenses” shall not<\/u> include that portion of any
\nsuch expenses paid during such Shared-Loss Quarter to recover any amounts owed
\non that Shared-Loss Loan that is derived by:<\/p>\n

subtracting<\/u> (1) the product derived by multiplying<\/u>:<\/p>\n

(A) the total amount of any such expenses paid by or on behalf of the
\nAssuming Institution during such Shared-Loss Quarter with respect to that
\nShared-Loss Loan, by<\/u><\/p>\n

(B) a fraction, the numerator<\/u> of which is the aggregate principal
\namount (excluding reversals or charge-offs of Accrued Interest) of all such
\nFailed Bank Charge-Offs\/Write-Downs and Charge-Offs effected by the Assuming
\nInstitution with respect to that Shared-Loss Loan plus the principal amount of
\nthat Shared-Loss Loan that has not yet been charged-off but has been placed on
\nnonaccrual status, all of which occurred at any time prior to or during the
\nperiod in which the interest income referred to in subparagraph (II)(A) of the
\ndefinition of “Recoveries” was recognized, and the denominator<\/u> of which
\nis the total amount of principal indebtedness (including all such prior Failed
\nBank Charge-Offs\/Write-Downs and Charge-Offs as described above) due from the
\nObligor on that Shared-Loss Loan as of the end of such period;<\/p>\n

from<\/u> (2) the total amount of any such expenses paid during that
\nShared-Loss Quarter with respect to that Shared-Loss Loan;<\/p>\n

(ii) manage, operate or maintain Other Real Estate, Additional ORE or
\nSubsidiary ORE less<\/u> the amount of any income received by the Assuming
\nInstitution during such Shared-Loss Quarter with respect to such Other Real
\nEstate, Additional ORE or Subsidiary ORE (which resulting amount under this
\nclause (ii) may be negative);<\/p>\n

(iii) litigation expenses with respect to Shared-Loss Assets.<\/p>\n

“Review Board<\/u>“<\/strong> has the meaning provided in Section
\n2.1(f)(i) of this Commercial Shared-Loss Agreement.<\/p>\n

“Shared-Loss Amount<\/u>“<\/strong> has the meaning provided in
\nSection 2.1(b)(i) of this Commercial Shared-Loss Agreement.<\/p>\n

“Shared-Loss Asset Repurchase Price<\/u>“<\/strong> means, with
\nrespect to any Shared-Loss Asset, the principal amount thereof plus any other
\nfees or penalties due from an Obligor (including, subject to the limitations
\ndiscussed below, the amount of any Accrued Interest) stated on the Accounting
\nRecords of the Assuming Institution, as of the date as of which the Shared-Loss
\nAsset Repurchase Price is being determined (regardless, in the case of a
\nShared-Loss Loan, of the Legal Balance thereof) plus all Reimbursable Expenses
\nand Recovery Expenses incurred up to and through the date of consummation of
\npurchase of such Shared-Loss Asset; provided<\/u>, that<\/u> (i) in the case
\nof a Shared-Loss Loan there shall be excluded from such amount the amount of any
\nAccrued Interest accrued on or with respect to such Shared-Loss Loan prior to
\nthe ninety<\/p>\n

112<\/p>\n

\n

<\/p>\n

(90)-day period ending on the day prior to the purchase date determined
\npursuant to Sections 2.1(e)(i) or 2.1(e)(iii) of this Commercial Shared-Loss
\nAgreement, except to the extent such Accrued Interest was included in the Book
\nValue of such Shared-Loss Loan, and (ii) any collections on a Shared-Loss Loan
\nreceived by the Assuming Institution after the purchase date applicable to such
\nShared-Loss Loan shall be applied (without duplication) to reduce the
\nShared-Loss Asset Repurchase Price of such Shared-Loss Loan on a
\ndollar-for-dollar basis. For purposes of determining the amount of unpaid
\ninterest which accrued during a given period with respect to a variable-rate
\nShared-Loss Loan, all collections of interest shall be deemed to be applied to
\nunpaid interest in the chronological order in which such interest accrued.<\/p>\n

“Shared-Loss Assets<\/u>“<\/strong> means Shared-Loss Loans, Other
\nReal Estate purchased by the Assuming Institution, Additional ORE, Subsidiary
\nORE and Capitalized Expenditures, but does not include Shared-Loss Securities.\n<\/p>\n

“Shared-Loss Loan Commitment<\/u>“<\/strong> means:<\/p>\n

(i) any Commitment to make a further extension of credit or to make a further
\nadvance with respect to an existing Shared-Loss Loan; and<\/p>\n

(ii) any Shared-Loss Loan Commitment (described in subparagraph (i)
\nimmediately preceding) with respect to which the Assuming Institution has made a
\nPermitted Amendment.<\/p>\n

“Shared-Loss Loan Commitment Advance<\/u>“<\/strong> means an
\nadvance pursuant to a Shared-Loss Loan Commitment with respect to which the
\nAssuming Institution has not<\/u> made a Permitted Advance.<\/p>\n

“Shared-Loss Loans<\/u>“<\/strong> means:<\/p>\n

(i) (A) Loans purchased by the Assuming Institution pursuant to the Purchase
\nand Assumption Agreement set forth on Schedule 4.15(b) to the Purchase and
\nAssumption Agreement;<\/p>\n

(B) New Shared-Loss Loans purchased by the Assuming Institution pursuant to
\nthe Purchase and Assumption Agreement;<\/p>\n

(C) Permitted Advances;<\/p>\n

(D) Shared-Loss Loan Commitment Advances, if any; provided<\/u>,
\nthat<\/u> Shared-Loss Loans shall not include Loans, New Shared-Loss Loans,
\nPermitted Advances and Shared-Loss Loan Commitment Advances with respect to
\nwhich an Acquired Subsidiary, or a constituent Subsidiary thereof, is an
\nObligor;<\/p>\n

(E) Loans owned by any Acquired Subsidiary which are not Shared-Loss Loans
\nunder the Single Family Shared-Loss Agreement; and<\/p>\n

(F) Consumer Loans; and<\/p>\n

(ii) any Shared-Loss Loans (described in subparagraph (i) immediately
\npreceding) with respect to which the Assuming Institution has made a Permitted
\nAmendment.<\/p>\n

“Shared-Loss Securities<\/u>” <\/strong>means those securities and
\nother assets listed on Exhibit 4.15(C).<\/p>\n

“Shared-Loss Payment Trigger<\/u><\/strong>” means when the sum of
\nthe Cumulative Loss Amount under this Single Family Shared-Loss Agreement and
\nthe cumulative Shared-Loss Amounts under the Commercial Shared-Loss Agreement,
\nexceeds the First Loss Tranche. If the First Loss Tranche is zero or a negative
\nnumber, the Shared Loss Payment Trigger shall be deemed to have been reached
\nupon Bank Closing.<\/p>\n

113<\/p>\n

\n

<\/p>\n

“Shared-Loss Quarter<\/u>“<\/strong> has the meaning provided in
\nSection 2.1(a)(i) of this Commercial Shared-Loss Agreement.<\/p>\n

“Shares<\/u><\/strong>” means common stock and any instrument which
\nby its terms is currently convertible into common stock, or which may become
\nconvertible into common stock.<\/p>\n

“SLS Net Realized Gain<\/u>” <\/strong>means the net realized gain
\non the sale of a Shared Loss Security determined pursuant to FAS 115, expressed
\nas a negative number on the Quarterly Certificate.<\/p>\n

“SLS Net Realized Loss<\/u>” <\/strong>means the net realized loss
\non the sale of a Shared Loss Security determined pursuant to FAS 115, expressed
\nas a positive number on the Quarterly Certificate.<\/p>\n

“Subsidiary ORE<\/u>“<\/strong> means all assets owned by ORE
\nSubsidiaries that would constitute ORE or Additional ORE if such assets were on
\nthe books of the Assuming Institution.<\/p>\n

“Termination Date<\/u>“<\/strong> means the eighth (8th) anniversary
\nof the Commencement Date.<\/p>\n

“Third Party Servicer<\/u>” <\/strong>means any servicer appointed
\nfrom time to time by the Assuming Institution or any Affiliate of the Assuming
\nInstitution to service the Shared-Loss Assets on behalf of the Assuming
\nInstitution, the identity of which shall be given to the Receiver prior to or
\nconcurrent with the appointment thereof.<\/p>\n

ARTICLE II<\/strong> : SHARED-LOSS
\nARRANGEMENT<\/strong><\/p>\n

2.1 Shared-Loss Arrangement<\/u>.<\/strong><\/p>\n

(a) Quarterly Certificates<\/u>.<\/strong> (i) Not later than thirty
\n(30) days after the end of each Calendar Quarter from and including the initial
\nCalendar Quarter to and including the Calendar Quarter in which the Applicable
\nAnniversary of the Commencement Date falls (each of such Calendar Quarters being
\nreferred to herein as a “Shared-Loss Quarter”), the Assuming Institution shall
\ndeliver to the Receiver a certificate, signed by the Assuming Institution153s
\nchief executive officer and its chief financial officer, setting forth in such
\nform and detail as the Receiver may specify (a “Quarterly Certificate”)(an
\nexample of a Quarterly Certificate is attached as Exhibit 1):<\/p>\n

(A) the amount of Charge-Offs, the amount of Recoveries and the amount of Net
\nCharge-Offs (which amount may be negative) during such Shared-Loss Quarter with
\nrespect to the Shared-Loss Assets (and for Recoveries, with respect to the
\nAssets for which a charge-off was effected by the Failed Bank prior to Bank
\nClosing); and<\/p>\n

(B) the aggregate amount of Reimbursable Expenses (which amount may be
\nnegative) during such Shared-Loss Quarter; and<\/p>\n

(C) SLS Net Realized Loss and SLS Net Realized Gain, if any; and<\/p>\n

(D) any OTTI Adjustment.<\/p>\n

(ii) Not later than thirty (30) days after the end of each Calendar Quarter
\nfrom and including the first Calendar Quarter following the final Shared-Loss
\nQuarter to and including the Calendar Quarter in which the Termination Date
\nfalls (each of such Calendar Quarters being referred to herein as a<\/p>\n

114<\/p>\n

\n

<\/p>\n

“Recovery Quarter”), the Assuming Institution shall deliver to the Receiver a
\nQuarterly Certificate setting forth, in such form and detail as the Receiver may
\nspecify<\/p>\n

(A) the amount of Recoveries and Recovery Expenses during such Recovery
\nQuarter. On the Quarterly Certificate for the first Recovery Quarter
\nonly<\/u>, the Assuming Institution may report as a separate item, in such form
\nand detail as the Receiver may specify, the aggregate amount of any Reimbursable
\nExpenses that: (a) were incurred prior to or during the final Shared-Loss
\nQuarter, and<\/u> (b) had not<\/u> been included in any Quarterly
\nCertificate for any Shared-Loss Quarter because they had not been actually paid
\nby or on behalf of the Assuming Institution (in accordance with the terms of
\nthis Commercial Shared-Loss Agreement) during any Shared-Loss Quarter and<\/u>
\n(c) were actually paid by or on behalf of the Assuming Institution (in
\naccordance with the terms of this Commercial Shared-Loss Agreement) during the
\nfirst Recovery Quarter; and<\/p>\n

(B) SLS Net Realized Gain, and any reversals of OTTI Loss.<\/p>\n

(b) Payments With Respect to Shared-Loss Assets<\/u>.<\/strong><\/p>\n

(i) For purposes of this Section 2.1(b), the Assuming Institution shall
\ninitially record the Shared-Loss Assets on its Accounting Records at Book Value,
\nand initially record the Shared-Loss Securities on its Accounting Records at
\nBook Value, and adjust such amounts as such values may change after the Bank
\nClosing. If the amount of all Net Charge-Offs during any Shared-Loss Quarter
\nplus<\/u> Reimbursable Expenses, plus<\/u> SLS Net Realized Gain and SLS Net
\nRealized Loss, plus<\/u> the OTTI Adjustment during such Shared-Loss Quarter
\n(the “Shared-Loss Amount”) is positive, then, except as provided in Sections
\n2.1(c) and (e) below, and subject to the provisions of Section 2.1(b)(vi) below,
\nnot later than fifteen (15) days after the date on which the Receiver receives
\nthe Quarterly Certificate with respect to such Shared-Loss Quarter, the Receiver
\nshall pay to the Assuming Institution an amount equal to eighty percent (80%) of
\nthe Shared-Loss Amount for such Shared-Loss Quarter. If the Shared-Loss Amount
\nduring any Shared-Loss Quarter is negative, the Assuming Institution shall pay
\nto the Receiver an amount equal to eighty percent (80%) of the Shared-Loss
\nAmount for such Shared-Loss Quarter, which payment shall be delivered to the
\nReceiver together with the Quarterly Certificate for such Shared-Loss Quarter.\n<\/p>\n

(ii) (A) If the amount of gross Recoveries during any Recovery Quarter
\nless<\/u> Recovery Expenses during such Recovery Quarter plus SLS Net Realized
\nGains and reversals of OTTI Loss on Shared-Loss Securities (the “Recovery
\nAmount”) is positive, then, simultaneously with its delivery of the Quarterly
\nCertificate with respect to such Recovery Quarter, the Assuming Institution
\nshall pay to the Receiver an amount equal to eighty percent (80%) of the
\nRecovery Amount for such Recovery Quarter.<\/p>\n

(B) If the Recovery Amount is negative, then such negative amount shall be
\nsubtracted from the amount of gross Recoveries during the next succeeding
\nRecovery Quarter in determining the Recovery Amount in such next succeeding
\nRecovery Quarter; provided<\/u>, that<\/u> this Section 2.1(b)(ii) shall
\noperate successively in the event that the Recovery Amount (after giving effect
\nto this Section 2.1(b)(ii)) in such next succeeding Recovery Quarter is
\nnegative.<\/p>\n

(C) The Assuming Institution shall specify, in the Quarterly Certificate for
\nthe final Recovery Quarter, the aggregate amount for all Recovery Quarters only,
\nas of the end of, and including, the final Recovery Quarter of (A) Recoveries
\nplus SLS Net Realized Gains and reversals of OTTI Loss on Shared-Loss Securities
\n(“Aggregate Recovery Period Recoveries”), (B) Recovery Expenses (“Aggregate
\nRecovery Expenses”), and (C) only<\/u> those Recovery Expenses that have been
\nactually “offset” against Aggregate Recovery Period Recoveries (including those
\nso “offset” in that final Recovery Quarter)<\/p>\n

115<\/p>\n

\n

<\/p>\n

(“Aggregate Offset Recovery Expenses”); as used in this sentence, the term
\n“offset” means the amount that has been applied to reduce gross Recoveries in
\nany Recovery Quarter pursuant to the methodology set forth in this Section
\n2.1(b)(ii). If, at the end of the final Recovery Quarter the amount of Aggregate
\nRecovery Expenses exceeds the amount of Aggregate Recovery Period Recoveries,
\nthe Receiver shall have no obligation to pay to the Assuming Institution all or
\nany portion of such excess.<\/p>\n

(D) Subsequent to the Assuming Institution153s calculation of the Recovery
\nAmount (if any) for the final Recovery Quarter, the Assuming Institution shall
\nalso show on the Quarterly Certificate for the final Recovery Quarter the
\nresults of the following three mathematical calculations: (i) Aggregate Recovery
\nPeriod Recoveries minus<\/u> Aggregate Offset Recovery Expenses; (ii)
\nAggregate Recovery Expenses minus<\/u> Aggregate Offset Recovery Expenses; and
\n(iii) the lesser<\/u> of the two amounts calculated in (i) and (ii)
\nimmediately above (“Additional Recovery Expenses”) multiplied by<\/u> 80% (the
\namount so calculated in (iii) being defined as the “Additional Recovery Expense
\nAmount”). If the Additional Recovery Expense Amount is greater than zero, then
\nthe Assuming Institution may request in the Quarterly Certificate for the final
\nRecovery Quarter that the Receiver reimburse the Assuming Institution the amount
\nof the Additional Recovery Expense Amount and the Receiver shall pay to the
\nAssuming Institution the Additional Recovery Expense Amount within fifteen (15)
\ndays after the date on which the Receiver receives that Quarterly Certificate.\n<\/p>\n

(E) On the Quarterly Certificate for the final Recovery Quarter only, the
\nAssuming Institution may include, in addition to any Recovery Expenses for that
\nRecovery Quarter that were paid by or on behalf of the Assuming Institution in
\nthat Recovery Quarter, those Recovery Expenses that: (a) were incurred prior to
\nor during the final Recovery Quarter, and<\/u> (b) had not<\/u> been
\nincluded in any Quarterly Certificate for any Recovery Quarter because they had
\nnot been actually paid by or on behalf of the Assuming Institution (in
\naccordance with the terms of this Commercial Shared-Loss Agreement) during any
\nRecovery Quarter, and<\/u> (c) were actually paid by or on behalf of the
\nAssuming Institution (in accordance with the terms of this Commercial
\nShared-Loss Agreement) prior to the date the Assuming Institution is required to
\ndeliver that final Quarterly Certificate to the Receiver under the terms of
\nSection 2.1(a)(ii).<\/p>\n

(iii) With respect to each Shared-Loss Quarter and Recovery Quarter,
\ncollections by or on behalf of the Assuming Institution on any charge-off
\neffected by the Failed Bank prior to Bank Closing on an Asset other than a
\nShared-Loss Asset or Shared-Loss Securities shall be reported as Recoveries
\nunder this Section 2.1 only to the extent such collections exceed the Book Value
\nof such Asset, if any. For any Shared-Loss Quarter or Recovery Quarter in which
\ncollections by or on behalf of the Assuming Institution on such Asset are
\napplied to both Book Value and to a charge-off effected by the Failed Bank prior
\nto Bank Closing, the amount of expenditures incurred by or on behalf of the
\nAssuming Institution attributable to the collection of any such Asset, that
\nshall be considered a Reimbursable Expense or a Recovery Expense under this
\nSection 2.1 will be limited to a proportion of such expenditures which is equal
\nto the proportion derived by dividing (A) the amount of collections on such
\nAsset applied to a charge-off effected by the Failed Bank prior to Bank Closing,
\nby (B) the total collections on such Assets. With respect to Assets that were
\ncompletely charged off by the Failed Bank and had a zero Book Value at Bank
\nClosing, for the purpose of calculating the payments under this Section 2.1(b)
\nfor Recoveries on those Assets for each such quarter, the Assuming Institution
\nshall pay an amount equal to fifty percent (50%) of the Recoveries on Failed
\nBank Charge-Offs\/Write-Downs with respect to such Assets, and shall separately
\naccount for the other computations on those Recoveries under this Section 2.1(b)
\nusing fifty percent (50%) (and not eighty percent (80%)).<\/p>\n

(iv) If the Assuming Institution has duly specified an amount of Reimbursable
\nExpenses on the Quarterly Certificate for the first Recovery Quarter as
\ndescribed above in Section 2.1(a)(ii)(E), then, not later than fifteen (15) days
\nafter the date on which the Receiver receives that Quarterly Certificate, the
\nReceiver shall pay to the Assuming Institution an amount equal to eighty percent
\n(80%) of the amount of<\/p>\n

116<\/p>\n

\n

<\/p>\n

such Reimbursable Expenses.<\/p>\n

(v) If the First Loss Tranche as determined under the Purchase and Assumption
\nAgreement is a positive number, Receiver has no obligation to make payment for
\nany Shared Loss Quarters until the Shared -Loss Payment Trigger is satisfied.\n<\/p>\n

(vi) Payments from the Receiver with respect to this Commercial Shared-Loss
\nAgreement are administrative expenses of the Receiver. To the extent the
\nReceiver needs funds for shared-loss payments respect to this Commercial
\nShared-Loss Agreement, the Receiver shall request funds under the Master Loan
\nand Security Agreement, as amended (“MLSA”), from FDIC in its corporate
\ncapacity. The Receiver will not agree to any amendment of the MLSA that would
\nprevent the Receiver from drawing on the MLSA to fund shared-loss payments.<\/p>\n

(c) Limitation on Shared-Loss Payment<\/u>.<\/strong> The Receiver
\nshall not be required to make any payments pursuant to this Section 2.1 with
\nrespect to any Charge-Off of a Shared-Loss Asset that the Receiver or the
\nCorporation determines, based upon the Examination Criteria, should not have
\nbeen effected by the Assuming Institution; provided, (x) the Receiver must
\nprovide notice to the Assuming Institution detailing the grounds for not making
\nsuch payment, (y) the Receiver must provide the Assuming Institution with a
\nreasonable opportunity to cure any such deficiency and (z) (1) to the extent
\ncurable, if cured, the Receiver shall make payment with respect to any properly
\neffected Charge-Off and (2) to the extent not curable, the Receiver shall make a
\npayment as to all Charge-Offs (or portion of Charge-Offs) that were effected
\nwhich would have been payable as a Charge-Off if the Assuming Institution had
\nproperly effected such Charge-Off. In the event that the Receiver does not make
\nany payments with respect to any Charge-Off of a Shared-Loss Asset pursuant to
\nthis Section 2.1 or determines that a payment was improperly made, the Assuming
\nInstitution and the Receiver shall, upon final resolution, make such accounting
\nadjustments and payments as may be necessary to give retroactive effect to such
\ncorrections. Failure to administer any Shared-Loss Asset or Assets, or
\nShared-Loss Securities, in accordance with Article III shall at the discretion
\nof the Receiver constitute grounds for the loss of shared loss coverage with
\nrespect to such Shared-Loss Loan or Loans.<\/p>\n

(d) Sale of, or Additional Advances or Amendments with Respect to,
\nShared-Loss Loans and Administration of Related Loans<\/u>.<\/strong> No
\nShared-Loss Loan shall be treated as a Shared-Loss Asset pursuant to this
\nSection 2.1 (i) if the Assuming Institution sells or otherwise transfers such
\nShared-Loss Loan or any interest therein (whether with or without recourse) to
\nany Person, (ii) after the Assuming Institution makes any additional advance,
\ncommitment or increase in the amount of a commitment with respect to such
\nShared-Loss Loan that does not constitute a Permitted Advance or a Shared-Loss
\nLoan Commitment Advance, (iii) after the Assuming Institution makes any
\namendment, modification, renewal or extension to such Shared-Loss Loan that does
\nnot constitute a Permitted Amendment, or (iv) after the Assuming Institution has
\nmanaged, administered or collected any “Related Loan” (as such term is defined
\nin Section 3.4 of Article III of this Commercial Shared-Loss Agreement) in any
\nmanner which would have the effect of increasing the amount of any collections
\nwith respect to the Related Loan to the detriment of such Shared-Loss Asset to
\nwhich such loan is related; provided<\/u>, that<\/u> any such Shared-Loss
\nLoan that has been the subject of Charge-Offs prior to the taking of any action
\ndescribed in clause (i), (ii), (iii) or (iv) of this Section 2.1(d) by the
\nAssuming Institution shall be treated as a Shared-Loss Asset pursuant to this
\nSection 2.1 solely for the purpose of treatment of Recoveries on such
\nCharge-Offs until such time as the amount of Recoveries with respect to such
\nShared-Loss Asset equals such Charge-Offs.<\/p>\n

117<\/p>\n

\n

<\/p>\n

(e) Option to Purchase<\/u>.<\/strong><\/p>\n

(i) In the event that the Assuming Institution determines that there is a
\nsubstantial likelihood that continued efforts to collect a Shared-Loss Asset or
\nan Asset for which a charge-off was effected by the Failed Bank with, in either
\ncase, a Legal Balance of $5,000,000 or more on the Accounting Records of the
\nAssuming Institution will result in an expenditure, after Bank Closing, of funds
\nby on behalf of the Assuming Institution to a third party for a specified
\npurpose (the expenditure of which, in its best judgment, will maximize
\ncollections), which do not constitute Reimbursable Expenses or Recovery
\nExpenses, and such expenses will exceed ten percent (10%) of the then book value
\nthereof as reflected on the Accounting Records of the Assuming Institution, the
\nAssuming Institution shall (i) promptly so notify the Receiver and (ii) request
\nthat such expenditure be treated as a Reimbursable Expense or Recovery Expense
\nfor purposes of this Section 2.1. (Where the Assuming Institution determines
\nthat there is a substantial likelihood that the previously mentioned situation
\nexists with respect to continued efforts to collect a Shared-Loss Asset or an
\nAsset for which a charge-off was effected by the Failed Bank with, in either
\ncase, a Legal Balance of less than $1,000,000 on the Accounting Records of the
\nAssuming Institution, the Assuming Institution may so notify the Receiver and
\nrequest that such expenditure be treated as a Reimbursable Expense or Recovery
\nExpense.) Within thirty (30) days after its receipt of such a notice, the
\nReceiver will advise the Assuming Institution of its consent or denial, that
\nsuch expenditures shall be treated as a Reimbursable Expense or Recovery
\nExpense, as the case may be. Notwithstanding the failure of the Receiver to give
\nits consent with respect to such expenditures, the Assuming Institution shall
\ncontinue to administer such Shared-Loss Asset in accordance with Section 2.2,
\nexcept that the Assuming Institution shall not be required to make such
\nexpenditures. At any time after its receipt of such a notice and on or prior to
\nthe Termination Date the Receiver shall have the right to purchase such
\nShared-Loss Asset or Asset as provided in Section 2.1(e)(iii), notwithstanding
\nany consent by the Receiver with respect to such expenditure.<\/p>\n

(ii) During the period prior to the Termination Date, the Assuming
\nInstitution shall notify the Receiver within fifteen (15) days after any of the
\nfollowing becomes fully or partially charged-off:<\/p>\n

(A) a Shared-Loss Loan having a Legal Balance (or, in the case of more than
\none (1) Shared-Loss Loan made to the same Obligor, a combined Legal Balance) of
\n$5,000,000 or more in circumstances in which the legal claim against the
\nrelevant Obligor survives; or<\/p>\n

(B) a Shared-Loss Loan to a director, an “executive officer” as defined in 12
\nC.F.R. 215.2(d), a “principal shareholder” as defined in 12 C.F.R. 215.2(l), or
\nan Affiliate of the Assuming Institution.<\/p>\n

During the period prior to the Termination Date, the Assuming Institution
\nshall notify the Receiver within fifteen (15) days after any complete or partial
\ncharge-off of a Shared-Loss Loan to a director, an “executive officer” as
\ndefined in 12 C.F.R. 215.2(d), a “principal shareholder” as defined in 12 C.F.R.
\n215.2(l), or an Affiliate of the Assuming Institution.<\/p>\n

(iii) If the Receiver determines in its discretion that the Assuming
\nInstitution is not diligently pursuing collection efforts with respect to any
\nShared-Loss Asset which has been fully or partially charged-off or written-down
\n(including any Shared-Loss Asset which is identified or required to be
\nidentified in a notice pursuant to Section 2.1(e)(ii)) or any Asset for which
\nthere exists a Failed Bank Charge-Off\/Write-Down, the Receiver may at its
\noption, exercisable at any time on or prior to the Termination Date, require the
\nAssuming Institution to assign, transfer and convey such Shared-Loss Asset or
\nAsset to and for the sole benefit of the Receiver for a price equal to the
\nShared-Loss Asset Repurchase Price thereof less the Related Liability Amount
\nwith respect to any Related Liabilities related to such Shared-Loss Asset or
\nAsset.<\/p>\n

118<\/p>\n

\n

<\/p>\n

(iv) Not later than ten (10) days after the date upon which the Assuming
\nInstitution receives notice of the Receiver153s intention to purchase or require
\nthe assignment of any Shared-Loss Asset or Asset pursuant to Section 2.1(e)(i)
\nor (iii), the Assuming Institution shall transfer to the Receiver such
\nShared-Loss Asset or Asset and any Credit Files relating thereto and shall take
\nall such other actions as may be necessary and appropriate to adequately effect
\nthe transfer of such Shared-Loss Asset or Asset from the Assuming Institution to
\nthe Receiver. Not later than fifteen (15) days after the date upon which the
\nReceiver receives such Shared-Loss Asset or Asset and any Credit Files relating
\nthereto, the Receiver shall pay to the Assuming Institution an amount equal to
\nthe Shared-Loss Asset Repurchase Price of such Shared-Loss Asset or Asset less
\nthe Related Liability Amount.<\/p>\n

(v) The Receiver shall assume all Related Liabilities with respect to any
\nShared-Loss Asset or Asset set forth in the notice described in Section
\n2.1(e)(iv).<\/p>\n

(f) Dispute Resolution<\/u>.<\/strong><\/p>\n

(i) (A) Any dispute as to whether a Charge-Off of a Shared-Loss Asset was
\nmade in accordance with Examination Criteria shall be resolved by the Assuming
\nInstitution153s Chartering Authority. (B) With respect to any other dispute
\narising under the terms of this Commercial Shared-Loss Agreement which the
\nparties hereto cannot resolve after having negotiated such matter, in good
\nfaith, for a thirty (30) day period, other than a dispute the Corporation is not
\npermitted to submit to arbitration under the Administrative Dispute Resolution
\nAct of 1996 (“ADRA”), as amended, such other dispute shall be resolved by
\ndetermination of a review board (a “Review Board”) established pursuant to
\nSection 2.1(f). Any Review Board under this Section 2.1(f) shall follow the
\nprovisions of the Federal Arbitration Act and shall follow the provisions of the
\nADRA. (C) Any determination by the Assuming Institution153s Chartering Authority
\nor by a Review Board shall be conclusive and binding on the parties hereto and
\nnot subject to further dispute, and judgment may be entered on said
\ndetermination in accordance with applicable arbitration law in any court having
\njurisdiction thereof.<\/p>\n

(ii) A Review Board shall consist of three (3) members, each of whom shall
\nhave such expertise as the Corporation and the Assuming Institution agree is
\nrelevant. As appropriate, the Receiver or the Corporation (the “FDIC Party”)
\nwill select one member, one member will be selected by the Assuming Institution
\nand the third member (the “Neutral Member”) will be selected by the other two
\nmembers. The member of the Review Board selected by a party may be removed at
\nany time by such party upon two (2) days153 written notice to the other party of
\nthe selection of a replacement member. The Neutral Member may be removed by
\nunanimous action of the members appointed by the FDIC Party and the Assuming
\nInstitution after two (2) days153 prior written notice to the FDIC Party and the
\nAssuming Institution of the selection of a replacement Neutral Member. In
\naddition, if a Neutral Member fails for any reason to serve or continue to serve
\non the Review Board, the other remaining members shall so notify the parties to
\nthe dispute and the Neutral Member in writing that such Neutral Member will be
\nreplaced, and the Neutral Member shall thereafter be replaced by the unanimous
\naction of the other remaining members within twenty (20) business days of that
\nnotification.<\/p>\n

(iii) No dispute may be submitted to a Review Board by any of the parties to
\nthis Commercial Shared-Loss Agreement unless such party has provided to the
\nother party a written notice of dispute (“Notice of Dispute”). During the
\nforty-five (45)-day period following the providing of a Notice of Dispute, the
\nparties to the dispute will make every effort in good faith to resolve the
\ndispute by mutual agreement. As part of these good faith efforts, the parties
\nshould consider the use of less formal dispute resolution techniques, as judged
\nappropriate by each party in its sole discretion. Such techniques may include,
\nbut are not limited to, mediation, settlement conference, and early neutral
\nevaluation. If the parties<\/p>\n

119<\/p>\n

\n

<\/p>\n

have not agreed to a resolution of the dispute by the end of such forty-five
\n(45)-day period, then, subject to the discretion of the Corporation and the
\nwritten consent of the Assuming Institution as set forth in Section 2.1(f)(i)(B)
\nabove, on the first day following the end of such period, the FDIC Party and the
\nAssuming Institution shall notify each other of its selection of its member of
\nthe Review Board and such members shall be instructed to promptly select the
\nNeutral Member of the Review Board. If the members appointed by the FDIC Party
\nand the Assuming Institution are unable to promptly agree upon the initial
\nselection of the Neutral Member, or a timely replacement Neutral Member as set
\nforth in Section 2.1(f)(ii) above, the two appointed members shall apply to the
\nAmerican Arbitration Association (“AAA”), and such Neutral Member shall be
\nappointed in accordance with the Commercial Arbitration Rules of the AAA.<\/p>\n

(iv) The resolution of a dispute pursuant to this Section 2.1(f) shall be
\ngoverned by the Commercial Arbitration Rules of the AAA to the extent that such
\nrules are not inconsistent with this Section 2.1(f). The Review Board may modify
\nthe procedures set forth in such rules from time to time with the prior approval
\nof the FDIC Party and the Assuming Institution.<\/p>\n

(v) Within fifteen (15) days after the last to occur of the final written
\nsubmissions of both parties, the presentation of witnesses, if any, and oral
\npresentations, if any, the Review Board shall adopt the position of one of the
\nparties and shall present to the parties a written award regarding the dispute.
\nThe determination of any two (2) members of a Review Board will constitute the
\ndetermination of such Review Board.<\/p>\n

(vi) The FDIC Party and the Assuming Institution will each pay the fees and
\nexpenses of the member of the Review Board selected by it. The FDIC Party and
\nAssuming Institution will share equally the fees and expenses of the Neutral
\nMember. No such fees or expenses incurred by or on behalf of the Assuming
\nInstitution shall be subject to reimbursement by the FDIC Party under this
\nCommercial Shared-Loss Agreement or otherwise.<\/p>\n

(vii) Each party will bear all costs and expenses incurred by it in
\nconnection with the submission of any dispute to a Review Board. No such costs
\nor expenses incurred by or on behalf of the Assuming Institution shall be
\nsubject to reimbursement by the FDIC Party under this Commercial Shared-Loss
\nAgreement or otherwise. The Review Board shall have no authority to award costs
\nor expenses incurred by either party to these proceedings.<\/p>\n

(viii) Any dispute resolution proceeding held pursuant to this Section 2.1(f)
\nshall not be public. In addition, each party and each member of any Review Board
\nshall strictly maintain the confidentiality of all issues, disputes, arguments,
\npositions and interpretations of any such proceeding, as well as all
\ninformation, attachments, enclosures, exhibits, summaries, compilations,
\nstudies, analyses, notes, documents, statements, schedules and other similar
\nitems associated therewith, except as the parties agree in writing or such
\ndisclosure is required pursuant to law, rule or regulation. Pursuant to ADRA,
\ndispute resolution communications may not be disclosed either by the parties or
\nby any member of the Review board unless:<\/p>\n

(1) all parties to the dispute resolution proceeding agree in writing;<\/p>\n

(2) the communication has already been made public;<\/p>\n

(3) the communication is required by statute, rule or regulation to be made
\npublic;<\/p>\n

or<\/p>\n

(4) a court determines that such testimony or disclosure is necessary to
\nprevent a manifest injustice, help establish a violation of the law or prevent
\nharm to the public health or safety, or of sufficient magnitude in the
\nparticular case to outweigh the integrity of dispute resolution proceedings in
\ngeneral by reducing the confidence of parties in future cases that their<\/p>\n

120<\/p>\n

\n

<\/p>\n

communications will remain confidential.<\/p>\n

(ix) Any dispute resolution proceeding pursuant to this Section 2.1(f)
\n(whether as a matter of good faith negotiations, by resort to a Review Board, or
\notherwise) is a compromise negotiation for purposes of the Federal Rules of
\nEvidence and state rules of evidence. The parties agree that all proceedings,
\nincluding any statement made or document prepared by any party, attorney or
\nother participants are privileged and shall not be disclosed in any subsequent
\nproceeding or document or construed for any purpose as an admission against
\ninterest. Any document submitted and any statements made during any dispute
\nresolution proceeding are for settlement purposes only. The parties further
\nagree not to subpoena any of the members of the Review Board or any documents
\nsubmitted to the Review Board. In no event will the Neutral Member voluntarily
\ntestify on behalf of any party.<\/p>\n

(x) No decision, interpretation, determination, analysis, statement, award or
\nother pronouncement of any Review Board shall constitute precedent as regards
\nany subsequent proceeding (whether or not such proceeding involves dispute
\nresolution under this Commercial Shared-Loss Agreement) nor shall any Review
\nBoard be bound to follow any decision, interpretation, determination, analysis,
\nstatement, award or other pronouncement rendered by any previous Review Board or
\nany other previous dispute resolution panel which may have convened in
\nconnection with a transaction involving other failed financial institutions or
\nFederal assistance transactions.<\/p>\n

(xi) The parties may extend any period of time in this Section 2.1(f) by
\nmutual agreement. Notwithstanding anything above to the contrary, no dispute
\nshall be submitted to a Review Board until each member of the Review Board, and
\nany substitute member, if applicable, agrees to be bound by the provisions of
\nthis Section 2.1(f) as applicable to members of a Review Board. Prior to the
\ncommencement of the Review Board proceedings, or, in the case of a substitute
\nNeutral Member, prior to the re-commencement of such proceedings subsequent to
\nthat substitution, the Neutral Member shall provide a written oath of
\nimpartiality.<\/p>\n

(xii) For the avoidance of doubt, and notwithstanding anything herein to the
\ncontrary, in the event any notice of dispute is provided to a party under this
\nSection 2.1(g) prior to the Termination Date, the terms of this Commercial
\nShared-Loss Agreement shall remain in effect with respect to any such items set
\nforth in such notice until such time as any such dispute with respect to such
\nitem is finally resolved.<\/p>\n

(g) Payment in the Event Losses Fail to Reach Expected
\nLevel<\/u><\/strong>. On the date that is 45 days following the last day (such
\nday, the “True-Up Measurement Date”) of the calendar month in which the tenth
\nanniversary of the calendar day following the Bank Closing occurs, or upon the
\nfinal disposition of all Shared Loss Assets under the Single Family Shared-Loss
\nAgreement at any time after the termination of this Commercial Shared-Loss
\nAgreement, the Assuming Institution shall pay to the Receiver fifty percent
\n(50%) of the excess, if any, of (i) twenty percent (20%) of the Intrinsic Loss
\nEstimate less (ii) the sum of (A) twenty-five percent (25%) of the asset premium
\n(discount) plus (B) twenty-five percent (25%) of the Cumulative Shared-Loss
\nPayments plus (C) the Cumulative Servicing Amount. The Assuming Institution
\nshall deliver to the Receiver not later than 30 days following the True-Up
\nMeasurement Date, a schedule, signed by an officer of the Assuming Institution,
\nsetting forth in reasonable detail the calculation of the Cumulative Shared-Loss
\nPayments and the Cumulative Servicing Amount.<\/p>\n

2.2 Administration of Shared-Loss Assets<\/u>. <\/strong>The
\nAssuming Institution shall at all times prior to the Termination Date comply
\nwith the Rules Regarding the Administration of Shared-Loss Assets as set forth
\nin Article III of this Commercial Shared-Loss Agreement.<\/p>\n

121<\/p>\n

\n

<\/p>\n

2.3 Auditor Report; Right to Audit.<\/u><\/strong><\/p>\n

(a) Within the time period permitted for the examination audit pursuant to 12
\nCFR Section 363 after the end of each fiscal year from and including the fiscal
\nyear during which Bank Closing falls to and including the calendar year during
\nwhich the Termination Date falls, the Assuming Institution shall deliver to the
\nCorporation and to the Receiver a report signed by its independent public
\naccountants stating that they have reviewed the terms of this Commercial
\nShared-Loss Agreement and that, in the course of their annual audit of the
\nAssuming Institution153s books and records, nothing has come to their attention
\nsuggesting that any computations required to be made by the Assuming Institution
\nduring such year by this Article II were not made by the Assuming Institution in
\naccordance herewith. In the event that the Assuming Institution cannot comply
\nwith the preceding sentence, it shall promptly submit to the Receiver corrected
\ncomputations together with a report signed by its independent public accountants
\nstating that, after giving effect to such corrected computations, nothing has
\ncome to their attention suggesting that any computations required to be made by
\nthe Assuming Institution during such year by this Article II were not made by
\nthe Assuming Institution in accordance herewith. In such event, the Assuming
\nInstitution and the Receiver shall make all such accounting adjustments and
\npayments as may be necessary to give effect to each correction reflected in such
\ncorrected computations, retroactive to the date on which the corresponding
\nincorrect computation was made. It is the intention of this provision to align
\nthe timing of the audit required under this Commercial Shared-Loss Agreement
\nwith the examination audit required pursuant to 12 CFR Section 363.<\/p>\n

(b) The Assuming Institution shall perform on an annual basis an internal
\naudit of its compliance with the provisions of this Article II and shall provide
\nthe Receiver and the Corporation with copies of the internal audit reports and
\naccess to internal audit work papers related to such internal audit.<\/p>\n

(c) The Receiver or the Corporation, their agents, contractors and their
\nemployees, may perform an audit to determine the Assuming Institution153s
\ncompliance with the provisions of this Commercial Shared-Loss Agreement,
\nincluding this Article II, at any time by providing not less than ten (10)
\nBusiness Days prior written notice. The scope and duration of any such audit
\nshall be within the discretion of the Receiver or the Corporation, as the case
\nmay be, but shall in no event be administered in a manner that unreasonably
\ninterferes with the operation of the Assuming Institution153s business. The
\nReceiver or the Corporation, as the case may be, shall bear the expense of any
\nsuch audit. In the event that any corrections are necessary as a result of such
\nan audit, the Assuming Institution and the Receiver shall make such accounting
\nadjustments and payments as may be necessary to give retroactive effect to such
\ncorrections.<\/p>\n

2.4 Withholdings<\/u>.<\/strong> Notwithstanding any other provision
\nin this Article II, the Receiver, upon the direction of the Director (or
\ndesignee) of the Corporation153s Division of Resolutions and Receiverships, may
\nwithhold payment for any amounts included in a Quarterly Certificate delivered
\npursuant to Section 2.1, if, in its judgment, there is a reasonable basis under
\nthe terms of this Commercial Shared-Loss Agreement for denying the eligibility
\nof an item for which reimbursement or payment is sought under such Section. In
\nsuch event, the Receiver shall provide a written notice to the Assuming
\nInstitution detailing the grounds for withholding such payment. At such time as
\nthe Assuming Institution demonstrates to the satisfaction of the Receiver that
\nthe grounds for such withholding of payment, or portion of payment, no longer
\nexist or have been cured, then the Receiver shall pay the Assuming Institution
\nthe amount withheld which the Receiver determines is eligible for payment,
\nwithin fifteen (15) Business Days. In the event the Receiver or the Assuming
\nInstitution elects to submit the issue of the eligibility of the item for
\nreimbursement or payment for determination under the dispute resolution
\nprocedures of Section 2.1(f), then (i) if the dispute is settled by the mutual
\nagreement of the parties in accordance with Section 2.1(f)(iii), the Receiver
\nshall pay the amount withheld (to the extent so agreed) within fifteen (15)
\nBusiness Days from the date upon which the dispute is determined by the parties
\nto be resolved by mutual agreement, and (ii) if the dispute is resolved by the
\ndetermination of a Review Board, the Receiver shall pay the amount withheld (to
\nthe extent so determined)<\/p>\n

122<\/p>\n

\n

<\/p>\n

within fifteen (15) Business Days from the date upon which the Receiver is
\nnotified of the determination by the Review Board of its obligation to make such
\npayment. Any payment by the Receiver pursuant to this Section 2.4 shall be made
\ntogether with interest on the amount thereof from the date the payment was
\nagreed or determined otherwise to be due, at the interest rate per annum
\ndetermined by the Receiver to be equal to the coupon equivalent of the three
\n(3)-month U.S. Treasury Bill Rate in effect as of the first Business Day of each
\nCalendar Quarter during which such interest accrues as reported in the Federal
\nReserve Board153s Statistical Release for Selected Interest Rates H.15 opposite
\nthe caption “Auction Average – 3-Month” or, if not so reported for such day, for
\nthe next preceding Business Day for which such rate was so reported.<\/p>\n

2.5<\/strong> Books and Records<\/u><\/strong>. The Assuming
\nInstitution shall at all times during the term of this Commercial Shared-Loss
\nAgreement keep books and records which fairly present all dealings and
\ntransactions carried out in connection with its business and affairs. Except as
\notherwise provided for in the Purchase and Assumption Agreement or this
\nCommercial Shared-Loss Agreement, all financial books and records shall be kept
\nin accordance with generally accepted accounting principles, consistently
\napplied for the periods involved and in a manner such that information necessary
\nto determine compliance with any requirement of the Purchase and Assumption
\nAgreement or this Commercial Shared-Loss Agreement will be readily obtainable,
\nand in a manner such that the purposes of the Purchase and Assumption Agreement
\nor this Commercial Shared-Loss Agreement may be effectively accomplished.
\nWithout the prior written approval of the Corporation, the Assuming Institution
\nshall not make any change in its accounting principles adversely affecting the
\nvalue of the Shared-Loss Assets except as required by a change in generally
\naccepted accounting principles. The Assuming Institution shall notify the
\nCorporation of any change in its accounting principles affecting the Shared-Loss
\nAssets which it believes are required by a change in generally accepted
\naccounting principles.<\/p>\n

2.6<\/strong> Information<\/u><\/strong>. The Assuming
\nInstitution shall promptly provide to the Corporation such other information,
\nincluding financial statements and computations, relating to the performance of
\nthe provisions of the Purchase and Assumption Agreement or otherwise relating to
\nits business and affairs or this Commercial Shared-Loss Agreement, as the
\nCorporation or the Receiver may request from time to time.<\/p>\n

2.7 Tax Ruling<\/u>. <\/strong>The Assuming Institution shall not at
\nany time, without the Corporation153s prior written consent, seek a private letter
\nruling or other determination from the Internal Revenue Service or otherwise
\nseek to qualify for any special tax treatment or benefits associated with any
\npayments made by the Corporation pursuant to the Purchase and Assumption
\nAgreement or this Commercial Shared-Loss Agreement.<\/p>\n

ARTICLE III – RULES REGARDING THE ADMINISTRATION OF
\nSHARED-LOSS ASSETS AND SHARED-LOSS SECURITIES<\/strong><\/p>\n

3.1 Agreement with Respect to Administration<\/u>.<\/strong> The
\nAssuming Institution shall (and shall cause any of its Affiliates to which the
\nAssuming Institution transfers any Shared-Loss Assets or Shared-Loss
\nSecurities), or shall cause a Third Party Servicer to, manage, administer, and
\ncollect the Shared-Loss Assets and Shared-Loss Securities while owned by the
\nAssuming Institution or any Affiliate thereof during the term of this Commercial
\nShared-Loss Agreement in accordance with the rules set forth in this Article III
\n(“Rules”). The Assuming Institution shall be responsible to the Receiver and the
\nCorporation in the performance of its duties hereunder and shall provide to the
\nReceiver and the Corporation such reports as the Receiver or the Corporation
\nreasonably deems advisable, including but not limited to the reports required by
\nSection 3.3 hereof, and shall permit the Receiver and the Corporation at all
\ntimes to monitor the Assuming Institution153s performance of its duties hereunder.\n<\/p>\n

123<\/p>\n

\n

<\/p>\n

3.2 Duties of the Assuming Institution with Respect to Shared-Loss
\nAssets<\/u>.<\/strong><\/p>\n

(a) In the performance of its duties under these Rules, the Assuming
\nInstitution shall:<\/p>\n

(i) manage, administer, collect and effect Charge-Offs and Recoveries with
\nrespect to each Shared-Loss Asset in a manner consistent with (A) usual and
\nprudent business and banking practices; (B) the Assuming Institution153s (or, in
\nthe case a Third Party Servicer is engaged, the Third Party Servicer153s)
\npractices and procedures including, without limitation, the then-effective
\nwritten internal credit policy guidelines of the Assuming Institution, with
\nrespect to the management, administration and collection of and taking of
\ncharge-offs and write-downs with respect to loans, other real estate and
\nrepossessed collateral that do not constitute Shared Loss Assets;<\/p>\n

(ii) exercise its best business judgment in managing, administering,
\ncollecting and effecting Charge-Offs with respect to Shared-Loss Assets;<\/p>\n

(iii) use its best efforts to maximize collections with respect to
\nShared-Loss Assets and, if applicable for a particular Shared-Loss Asset,
\nwithout regard to the effect of maximizing collections on assets held by the
\nAssuming Institution or any of its Affiliates that are not Shared-Loss Assets;\n<\/p>\n

(iv) adopt and implement accounting, reporting, record-keeping and similar
\nsystems with respect to the Shared-Loss Assets, as provided in Section 3.4
\nhereof;<\/p>\n

(v) retain sufficient staff to perform its duties hereunder; and<\/p>\n

(vi) provide written notification in accordance with Article IV of this
\nCommercial Shared-Loss Agreement immediately after the execution of any contract
\npursuant to which any third party (other than an Affiliate of the Assuming
\nInstitution) will manage, administer or collect any of the Shared-Loss Assets,
\ntogether with a copy of that contract.<\/p>\n

(b) Any transaction with or between any Affiliate of the Assuming Institution
\nwith respect to any Shared-Loss Asset including, without limitation, the
\nexecution of any contract pursuant to which any Affiliate of the Assuming
\nInstitution will manage, administer or collect any of the Shared-Loss Assets, or
\nany other action involving self-dealing, shall be subject to the prior written
\napproval of the Receiver or the Corporation.<\/p>\n

(c) The following categories of expenses shall not be deemed to be
\nReimbursable Expenses or Recovery Expenses:<\/p>\n

(i) Federal, State, or local income taxes and expenses related thereto;<\/p>\n

(ii) salaries or other compensation and related benefits of Assuming
\nInstitution employees and the employees of its Affiliates including, without
\nlimitation, any bonus, commission or severance arrangements, training, payroll
\ntaxes, dues, or travel- or relocation-related expenses,;<\/p>\n

(iii) the cost of space occupied by the Assuming Institution, any Affiliate
\nthereof and their staff, the rental of and maintenance of furniture and
\nequipment, and expenses for data processing including the purchase or
\nenhancement of data processing systems;<\/p>\n

(iv) except as otherwise provided herein, fees for accounting and other
\nindependent professional consultants (other than consultants retained to assess
\nthe presence, storage or release of any<\/p>\n

124<\/p>\n

\n

<\/p>\n

hazardous or toxic substance, or any pollutant or contaminant with respect to
\nthe collateral securing a Shared-Loss Asset that has been fully or partially
\ncharged-off); provided<\/u>, that<\/u> for purposes of this Section
\n3.2(c)(iv), fees of attorneys and appraisers engaged as necessary to assist in
\ncollections with respect to Shared-Loss Assets shall not be deemed to be fees of
\nother independent consultants;<\/p>\n

(v) allocated portions of any other overhead or general and administrative
\nexpense other than any fees relating to specific assets, such as appraisal fees
\nor environmental audit fees, for services of a type the Assuming Institution
\ndoes not normally perform internally;<\/p>\n

(vi) any expense not incurred in good faith and with the same degree of care
\nthat the Assuming Institution normally would exercise in the collection of
\ntroubled assets in which it alone had an interest; and<\/p>\n

(vii) any expense incurred for a product, service or activity that is of an
\nextravagant nature or design.<\/p>\n

(d) Subject to Section 3.7, the Assuming Institution shall not contract with
\nthird parties to provide services the cost of which would be a Reimbursable
\nExpense or Recovery Expense if the Assuming Institution would have provided such
\nservices itself if the relevant Shared-Loss Assets were not subject to the
\nloss-sharing provisions of Section 2.1 of this Commercial Shared-Loss Agreement.\n<\/p>\n

3.3 Duties of the Assuming Institution with Respect to Shared-Loss
\nSecurities<\/u>.<\/strong><\/p>\n

(a) In the performance of its duties under these Rules, the Assuming
\nInstitution shall:<\/p>\n

(i) manage, administer, collect and each Shared-Loss Security in a manner
\nconsistent with (A) usual and prudent business and banking practices; (B) the
\nAssuming Institution153s practices and procedures including, without limitation,
\nthe then-effective written internal credit policy guidelines of the Assuming
\nInstitution, with respect to the management, administration and collection of
\nsimilar assets that are not Shared-Loss Securities;<\/p>\n

(ii) exercise its best business judgment in managing, administering,
\ncollecting and effecting Charge-Offs with respect to Shared-Loss Securities;\n<\/p>\n

(iii) use its best efforts to maximize collections with respect to
\nShared-Loss Securities and, if applicable for a particular Shared-Loss Security,
\nwithout regard to the effect of maximizing collections on assets held by the
\nAssuming Institution or any of its Affiliates that are not Shared-Loss
\nSecurities, provided that, any sale of a Shared-Loss Security shall only be made
\nwith the prior approval of the Receiver or the Corporation;<\/p>\n

(iv) adopt and implement accounting, reporting, record-keeping and similar
\nsystems with respect to the Shared-Loss Securities, as provided in Section 3.4
\nhereof;<\/p>\n

(v) retain sufficient staff to perform its duties hereunder; and<\/p>\n

(vi) provide written notification in accordance with Article IV of this
\nCommercial Shared-Loss Agreement immediately after the execution of any contract
\npursuant to which any third party (other than an Affiliate of the Assuming
\nInstitution) will manage, administer or collect any of the Shared-Loss
\nSecurities, together with a copy of that contract.<\/p>\n

125<\/p>\n

\n

<\/p>\n

(b) Any transaction with or between any Affiliate of the Assuming Institution
\nwith respect to any Shared-Loss Security including, without limitation, the
\nexecution of any contract pursuant to which any Affiliate of the Assuming
\nInstitution will manage, administer or collect any of the Shared-Loss Assets, or
\nany other action involving self-dealing, shall be subject to the prior written
\napproval of the Receiver or the Corporation.<\/p>\n

(c) The Assuming Institution shall not contract with third parties to provide
\nservices the cost of which would be a Reimbursable Expense or Recovery Expense
\nif the Assuming Institution would have provided such services itself if the
\nrelevant Shared-Loss Assets were not subject to the loss-sharing provisions of
\nSection 2.1 of this Commercial Shared-Loss Agreement.<\/p>\n

3.4 Records and Reports<\/u><\/strong>. The Assuming Institution
\nshall establish and maintain records on a separate general ledger, and on such
\nsubsidiary ledgers as may be appropriate to account for the Shared-Loss Assets
\nand the Shared-Loss Securities, in such form and detail as the Receiver or the
\nCorporation may require, to enable the Assuming Institution to prepare and
\ndeliver to the Receiver or the Corporation such reports as the Receiver or the
\nCorporation may from time to time request regarding the Shared-Loss Assets, the
\nShared-Loss Securities and the Quarterly Certificates required by Section 2.1 of
\nthis Commercial Shared-Loss Agreement.<\/p>\n

3.5 Related Loans<\/u><\/strong>.<\/p>\n

(a) The Assuming Institution shall not manage, administer or collect any
\n“Related Loan” in any manner which would have the effect of increasing the
\namount of any collections with respect to the Related Loan to the detriment of
\nthe Shared-Loss Asset to which such loan is related. A “Related Loan” means any
\nloan or extension of credit held by the Assuming Institution at any time on or
\nprior to the end of the final Recovery Quarter that is: (i) made to the same
\nObligor with respect to a Loan that is a Shared-Loss Asset or with respect to a
\nLoan from which Other Real Estate, Additional ORE or Subsidiary ORE derived, or
\n(ii) attributable to the same primary Obligor with respect to any Loan described
\nin clause (i) under the rules of the Assuming Institution153s Chartering Authority
\nconcerning the legal lending limits of financial institutions organized under
\nits jurisdiction as in effect on the Commencement Date, as applied to the
\nAssuming Institution.<\/p>\n

(b) The Assuming Institution shall prepare and deliver to the Receiver with
\nthe Quarterly Certificates for the Calendar Quarters ending June 30 and December
\n31 for all Shared-Loss Quarters and Recovery Quarters, a schedule of all Related
\nLoans which are commercial loans or commercial real estate loans with Legal
\nBalances of $5,000,000 or more on the Accounting Records of the Assuming
\nInstitution as of the end of each such semi-annual period, and all other
\ncommercial loans or commercial real estate loans attributable to the same
\nObligor on such loans of $5,000,000 or more.<\/p>\n

3.6 Legal Action; Utilization of Special Receivership
\nPowers<\/u><\/strong>. The Assuming Institution shall notify the Receiver in
\nwriting (such notice to be given in accordance with Article IV below and to
\ninclude all relevant details) prior to utilizing in any legal action any special
\nlegal power or right which the Assuming Institution derives as a result of
\nhaving acquired a Shared-Loss Asset from the Receiver, and the Assuming
\nInstitution shall not utilize any such power unless the Receiver shall have
\nconsented in writing to the proposed usage. The Receiver shall have the right to
\ndirect such proposed usage by the Assuming Institution and the Assuming
\nInstitution shall comply in all respects with such direction. Upon request of
\nthe Receiver, the Assuming Institution will advise the Receiver as to the status
\nof any such legal action. The Assuming Institution shall immediately notify the
\nReceiver of any judgment in litigation involving any of the aforesaid special
\npowers or rights.<\/p>\n

126<\/p>\n

\n

<\/p>\n

3.7 Third Party Servicer<\/u><\/strong>. The Assuming Institution
\nmay perform any of its obligations and\/or exercise any of its rights under this
\nCommercial Shared-Loss Agreement through or by one or more Third Party
\nServicers, who may take actions and make expenditures as if any such Third Party
\nServicer was the Assuming Institution hereunder (and, for the avoidance of
\ndoubt, such expenses incurred by any such Third Party Servicer on behalf of the
\nAssuming Institution shall be Reimbursable Expenses or Recovery Expenses, as the
\ncase may be, to the same extent such expenses would so qualify if incurred by
\nthe Assuming Institution); provided, however, that the use thereof by the
\nAssuming Institution shall not release the Assuming Institution of any
\nobligation or liability hereunder.<\/p>\n

ARTICLE IV : PORTFOLIO SALE<\/strong><\/p>\n

4.1 Assuming Institution Portfolio Sales of Remaining Shared-Loss
\nAssets<\/u><\/strong>. The Assuming Institution shall have the right with the
\nconcurrence of the Receiver, commencing as of the first day of the third to last
\nShared-Loss Quarter, to liquidate for cash consideration, in one or more
\ntransactions, all or a portion of Shared-Loss Assets held by the Assuming
\nInstitution (“Portfolio Sales”). If the Assuming Institution exercises its
\noption under this Section 4.1, it must give thirty (30) days notice in writing
\nto the Receiver setting forth the details and schedule for the Portfolio Sale
\nwhich shall be conducted by means of sealed bid sales to third parties, not
\nincluding any of the Assuming Institution153s affiliates, contractors, or any
\naffiliates of the Assuming Institution153s contractors.<\/p>\n

4.2 Calculation of Sale Gain or Loss<\/u><\/strong>. For Shared-Loss
\nAssets gain or loss on the sales under Section 4.1 will be calculated as the
\naggregate sales price received by the Assuming Institution less the aggregate
\nbook value of the remaining Shared-Loss Assets.<\/p>\n

ARTICLE V : LOSS-SHARING NOTICES GIVEN TO CORPORATION
\nAND\/OR RECEIVER<\/strong><\/p>\n

As a supplement to the notice provisions contained in Section 13.7 of the
\nPurchase and Assumption Agreement, any notice, request, demand, consent,
\napproval, or other communication (a “Notice”) given to the Corporation and\/or
\nthe Receiver in the loss-sharing context shall be given as follows:<\/p>\n

5.1<\/strong> With respect to a Notice under Section 2 and Sections
\n3.1-3.5 of this Commercial Shared-Loss Agreement:<\/p>\n

Federal Deposit Insurance Corporation
\nDivision of Resolutions and Receiverships
\n550 17th Street, N.W.
\nWashington, D.C. 20429<\/p>\n

Attention: Assistant Director, Franchise and Asset Marketing<\/p>\n

5.2<\/strong> With respect to a Notice under Section 3.6 of this
\nCommercial Shared-Loss Agreement:<\/p>\n

Federal Deposit Insurance Corporation Legal Division
\n40 Pacifica
\nIrvine, CA 92618
\nAttention: Managing Counsel<\/p>\n

with a copy to:<\/p>\n

127<\/p>\n

\n

<\/p>\n

Federal Deposit Insurance Corporation Legal Division
\n550 17th Street, N.W.
\nWashington, D.C. 20429
\nAttention: Senior Counsel (Special Issues Group)<\/p>\n

ARTICLE VI : MISCELLANEOUS<\/strong><\/p>\n

6.1 Expenses<\/u><\/strong>. Except as otherwise expressly provided
\nherein, all costs and expenses incurred by a party hereto in connection with
\nthis Commercial Shared-Loss Agreement shall be borne by such party whether or
\nnot the transactions contemplated herein shall be consummated.<\/p>\n

6.2 Successors and Assigns; Specific Performance<\/u>.
\n<\/strong>This Commercial Shared-Loss Agreement, and all of the terms and
\nprovisions hereof shall be binding upon and shall inure to the benefit of the
\nparties hereto and their respective permitted successors and assigns only. The
\nReceiver may assign or otherwise transfer this Commercial Shared-Loss Agreement
\nand the rights and obligations of the Receiver hereunder (in whole or in part)
\nto the Federal Deposit Insurance Corporation in its corporate capacity without
\nthe consent of Assuming Institution. Notwithstanding anything to the contrary
\ncontained in this Commercial Shared-Loss Agreement, except as is expressly
\npermitted in this Section 6.2, the Assuming Institution may not assign or
\notherwise transfer this Commercial Shared-Loss Agreement or any of the Assuming
\nInstitution153s rights or obligations hereunder (in whole or in part), or sell or
\ntransfer of any subsidiary of the Assuming Institution holding title to
\nShared-Loss Assets or Shared-Loss Securities, without the prior written consent
\nof the Receiver, which consent may be granted or withheld by the Receiver in its
\nsole and absolute discretion. An assignment or transfer of this Commercial
\nShared-Loss Agreement includes:<\/p>\n

(i) a merger or consolidation of the Assuming Institution with or into
\nanother company, if the shareholders of the Assuming Institution will own less
\nthan sixty-six and two\/thirds percent (66.66 %) of the equity of the
\nconsolidated entity;<\/p>\n

(ii) a merger or consolidation of the Assuming Institution153s Holding Company
\nwith or into another company, if the shareholders of the Holding Company will
\nown less than sixty-six and two\/thirds percent (66.66 %) of the equity of the
\nconsolidated entity;<\/p>\n

(iii) the sale of all or substantially all of the assets of the Assuming
\nInstitution to another company or person; or<\/p>\n

(iv) a sale of shares by any one or more shareholders that will effect a
\nchange in control of the Assuming Institution, as determined by the Receiver
\nwith reference to the standards set forth in the Change in Bank Control Act, 12
\nU.S.C. 1817(j).<\/p>\n

For the avoidance of doubt, any transaction under this Section 6.2 that
\nrequires the Receiver153s consent that is made without consent of the Receiver
\nhereunder will relieve the Receiver of any of its obligations under this
\nCommercial Shared-Loss Agreement.<\/p>\n

No Loss shall be recognized under this Commercial Shared-Loss Agreement as a
\nresult of any accounting adjustments that are made due to or as a result of any
\nassignment or transfer of this Commercial Shared-Loss Agreement or any merger,
\nconsolidation, sale or other transaction to which the Assuming Institution, its
\nHolding Company or any Affiliate is a party, regardless of whether the Receiver
\nconsents to such assignment or transfer in connection with such transaction
\npursuant to this Section 6.2.<\/p>\n

128<\/p>\n

\n

<\/p>\n

6.3 WAIVER OF JURY TRIAL<\/u><\/strong>. EACH PARTY HERETO HEREBY
\nIRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN OR TO HAVE
\nA JURY PARTICIPATE IN RESOLVING ANY DISPUTE, ACTION, PROCEEDING OR COUNTERCLAIM,
\nWHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO
\nOR IN CONNECTION WITH THIS COMMERCIAL SHARED-LOSS AGREEMENT OR ANY OF THE
\nTRANSACTIONS CONTEMPLATED HEREBY.<\/p>\n

6.4 No Third Party Beneficiary<\/u>.<\/strong> This Commercial
\nShared-Loss Agreement and the Exhibits hereto are for the sole and exclusive
\nbenefit of the parties hereto and their respective permitted successors and
\npermitted assigns and there shall be no other third party beneficiaries, and
\nnothing in Commercial Shared-Loss Agreement or the Exhibits shall be construed
\nto grant to any other Person any right, remedy or claim under or in respect of
\nthis Commercial Shared-Loss Agreement or any provision hereof.<\/p>\n

6.<\/strong>5 Consent<\/u>.<\/strong> Except as otherwise
\nprovided herein, when the consent of a party is required herein, such consent
\nshall not be unreasonably withheld or delayed.<\/p>\n

6.6 Rights Cumulative<\/u><\/strong>. Except as otherwise expressly
\nprovided herein, the rights of each of the parties under this Commercial
\nShared-Loss Agreement are cumulative, may be exercised as often as any party
\nconsiders appropriate and are in addition to each such party153s rights under the
\nPurchase and Sale Agreement and any of the related agreements or under law.
\nExcept as otherwise expressly provided herein, any failure to exercise or any
\ndelay in exercising any of such rights, or any partial or defective exercise of
\nsuch rights, shall not operate as a waiver or variation of that or any other
\nsuch right.<\/p>\n

129<\/p>\n

\n

<\/p>\n

Exhibit 1<\/u><\/strong><\/p>\n

For the commercial and other pool, the FDIC reporting requirement includes
\nthe following:<\/p>\n

– A quarterly loan level download for all loans in the asset pool<\/p>\n

– A quarterly asset level download of commercial ORE<\/p>\n

– A quarterly certificate report that includes 3 sections:<\/p>\n

– 1: A summary report of total covered losses for the quarter and the
\nderivation of the FDIC portion of the covered loss<\/p>\n

– 2: A summary report on the commercial and other portfolio and covered
\nlosses and recoveries<\/p>\n

– 3: A performance report on the outstanding commercial and other pool assets
\nunder loss share<\/p>\n

– A quarterly listing of assets with covered losses<\/p>\n

A blank version of the quarterly certificate report is shown below.<\/p>\n

130<\/p>\n

\n

<\/p>\n

CERTIFICATE<\/strong><\/p>\n

QUARTERLY SUMMARY<\/p>\n

FOR COMM AND OTHER SHARED-LOSS AGREEMENT<\/p>\n

FDIC- RECEIVER OF<\/p>\n

PURCHASE AND ASSUMPTION AGREEMENT DATED:<\/p>\n

Shared-Loss Quarter Ended:<\/p>\n

(Dollars)<\/p>\n

Calculation of Amount Due from (to) FDIC<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

FDIC % Share<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

0%<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

80%<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

95%<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Carry forward from other types of assets:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1. Cumulative losses from single family loans<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2. Cumulative losses from securities<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3. Cumulative loss from non-single family<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4. Total cumulative losses at beg of quarter<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5. Covered losses (gains) during quarter<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6. Cumulative loss at end of quarter<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

FDIC % Share<\/p>\n<\/td>\n

<\/td>\n\n

x 0<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

x 80<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

\n

x 95<\/p>\n<\/td>\n

\n

%<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/tr>\n
\n

7. Amount Due from (to) FDIC<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

\n

+<\/p>\n<\/td>\n

\n

0<\/p>\n<\/td>\n

\n

+<\/p>\n<\/td>\n

\n

0<\/p>\n<\/td>\n

\n

=<\/p>\n<\/td>\n

\n

–<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Memo: threshold for recovery percentage<\/em><\/p>\n<\/td>\n

<\/td>\n\n

0<\/em><\/p>\n<\/td>\n

<\/td>\n\n

0<\/em><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

Preparer name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Preparer signature<\/p>\n<\/td>\n<\/tr>\n

\n

Preparer title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Officer name:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n\n

Officer signature<\/p>\n<\/td>\n<\/tr>\n

\n

Officer title:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

<\/p>\n

CERTIFICATE<\/strong><\/p>\n

QUARTERLY SUMMARY<\/p>\n

FOR COMM AND OTHER SHARED-LOSS AGREEMENT<\/p>\n

FD1C – RECEIVER OF<\/p>\n

BANK<\/p>\n

BANK<\/p>\n

PURCH AND ASSUMPTION AGREEMENT DATED:<\/p>\n

Shared-Loss Quarter Ended:<\/p>\n

(Dollars)<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

This Quarter<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Cumulative at beg<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Commercial Real Estate Loans<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

ORE & oth repo<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Consumer<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

FDIC<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Cumulative at<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

of Quarter<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Constr & Dev<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Other<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

C & I Loans<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

assets<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Loans<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Other Loans<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Adjustments<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

end of Quarter<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

PART A. Opening\/Closing\/Net Shared-Loss Asset
\nBalances<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1. Opening Balance<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2. Adjustments:<\/p>\n<\/td>\n

\n

a) Transfers<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

b) Reclassifications<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n\n

c) Other<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3. Adjusted Opening Balance<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4. Add:<\/p>\n<\/td>\n

\n

a) Assumed Commitment Advances<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

b) Permitted Advances<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

c) Capital Expenditures<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

d) Recoveries<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5. Less:<\/p>\n<\/td>\n

\n

a) Prin Collections (payoffs and amort)<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

b) Sales<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

c) Charge-Offs (excluding accr int)<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

d) Qualifying loss on sales<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6. Net (Reduction) Increase Amount<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7. Closing Balance<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

PART B. Charge-Offs, Recoveries & Reimbursable
\nExpenses<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8. Charge-offs<\/p>\n<\/td>\n

\n

a) Principal (from 5c and 5d)<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

b) Accr int (up to 90 days)<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9. Total Charge-Offs<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

10. Less: Recoveries<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11. Net Charge-Offs (Recoveries)<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

12. Add: Reimbursable Expenses<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

13. Less: Offsetting Income<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

14. Shared-Loss Debit (Credit) Amount<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

<\/p>\n

Failed Bank Name<\/strong><\/p>\n

Performance Status: Commercial and Other Loans<\/strong><\/p>\n

Quarter ending <\/strong><\/p>\n

(Dollars)<\/p>\n

Number of Loans <\/strong>\/ Properties<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Delinquent<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

In<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Repossessed<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Performing<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

30-59 days<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

60-89 days<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

90+ days<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Foreclosure<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Assets*<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Construction & Development<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Other Comm Real Estate<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total Comm Real Estate<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

C&I<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Consumer Loans<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Other Loans<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

$ Balance (000s)<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n\n

Delinquent<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

In<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Repossessed<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Performing<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

30-59 days<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

60-89 days<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

90+ days<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

foreclosure<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Assets*<\/strong><\/p>\n<\/td>\n

<\/td>\n\n

Total<\/strong><\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Construction & Development<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Other Comm Real Estate<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total Comm Real Estate<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

C&I<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Consumer Loans<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Other Loans<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

Total<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n\n

0<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\n

* ORE for CRE loans: other types of repossessed assets for other types of
\nloans.<\/p>\n

<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9158],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9623,9622],"class_list":["post-43621","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-unionbancal-corp","corporate_contracts_industries-financial__banks","corporate_contracts_types-planning__asset","corporate_contracts_types-planning"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43621","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43621"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43621"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43621"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43621"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}